Exhibit 10.1


 


MASTER
SERVICES AGREEMENT FOR SOFTWARE DEVELOPMENT


 


This
Master Services Agreement for Software Development (“MSA”) is entered into as of February 8,h, 2018 (the “Effective
Date”) by and between Cloudminds (Hong Kong) Ltd., a Hong Kong corporation whose principal place of business is 10/F, MassMutual
Tower, 33 Lockhart Road, Wan Chai, Room 11112, Hong Kong (“CloudMinds”) and Borqs Hong Kong Limited, address Office
B 21/F, Legend Tower, 7 Shing Yip St, Kwun Tong, Kowloon, Hong Kong (“Company”).


 


As
used in this MSA, the term “Party” shall individually mean Company or CloudMinds, and the term “Parties” shall
collectively mean Company and CloudMinds.


 


WHEREAS,
is in the business of software development and engineering services; and


 


WHEREAS,
CloudMinds desires to contract with Company for engineering services of software development, customization, integration, and
testing (as defined below) for CloudMinds’ deployment of a Product(s) (as defined below) related to the projects described in
SOWs (“Project”) and for any future projects that may be mutually agreed to in writing by the parties.


 


NOW
THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereto agree as follows:


 


		1.	DEFINITIONS



 


		1.1.	“Affiliate(s)”
                                         means any other entity controlled by, controlling, or under control with a Party. For
                                         purposes of this definition “control” shall mean the direct or indirect ownership
                                         of fifty (50) percent or more of the shares or interests which are entitled to vote for
                                         the directors of an entity or the equivalent, for as long as such entitlement subsists,
                                         or which mean equivalent power over management of an entity.



 


		1.2.	“Product(s)”
                                         means a CloudMinds product that incorporates the Deliverable(s) and which is ready for
                                         manufacture in mass production or for delivery in volumes.



 


		1.3.	“Deliverable(s)”
                                         means any tangible work, including but not limited to Software and Results of Development,
                                         provided or to be provided to CloudMinds by Company as defined in an SOW.



 


		1.4.	“Developed
                                         Software” means the software code and application components of Deliverables, including,
                                         but not limited to, the main CPU and other chipset baseline software for Android products
                                         as modified by Company in accordance with the agreed-upon Project scope between Company
                                         and CloudMinds. This includes IP belonging to CloudMinds, IP belonging to Company and
                                         IF jointly owned by CloudMinds and the Company.



 


		1.5.	“Enhanced
                                         Software” means the software code and application components of Deliverables of
                                         “Developed Software”, which excludes the reference baseline software originally
                                         provided by main CPU and other chipset providers.



 


		1.6.	“Essential
                                         Patents” shall mean patents the use or infringement of which cannot be avoided in
                                         the course of designing, manufacturing, marketing or usage of the Deliverables that are
                                         compliant with the industry standards which GSM, GPRS, CDMA/CDMA2000, UMTS, W-CDMA, LTE
                                         and other similar manufacturers have declared to the 3GPP/3GPP2 or similar consortiums
                                         via their respective organization partners (including but not limited to European Technical
                                         Standards Institute, Alliance for Telecommunication Industry Solutions, Association of
                                         Radio Industries and Businesses, China Communication Standards Association, Telecommunication
                                         Technology Association, Telecommunication Technology Committee, International Telecommunication
                                         Union, Telecommunication Industry Association, Federal Communications Commission, Wi-Fi
                                         Alliance) as being essential for GSM/CDMA/3G/4G/Wi-Fi standards; and 2) the essential
                                         license for Google Android Operating System and Applications from Google Inc.



  



     


     


    

 


		1.7.	“Intellectual
                                         Property” or “IF’ means any idea, concept, know how, technique, invention,
                                         creation,



 


		1.8.	discovery,
                                         works of authorship, document, product, system, practice, procedure, means, method, design,
                                         device, program, software, software library, software API’s, content, varieties, drawings
                                         and sketches, and trade secrets, improvements, information, Deliverable, Product(s),
                                         materials and so on capable of being protected or in the process of being protected or
                                         protected as patents, trademarks, trade names, trade dresses copyrights, utility models,
                                         designs, chip topography, trade secrets and other types of Intellectual Property.



 


		1.9.	“Milestones”
                                         means the milestones and their acceptance criteria for the various phases of development
                                         as further defined in the respective SOW.



 


		1.10.	“PRD”
                                         means the product requirements document provided by CloudMinds containing the technical
                                         and feature requirements which will form the basis for the development of the Deliverables
                                         hereunder and which may include hardware, software, mechanical, appearance, quality,
                                         and reliability descriptions.



 


		1.11.	“Services”
                                         means any and all services provided by Company and delivered to CloudMinds as set forth
                                         in each SOW.



 


		1.12.	“Results
                                         of Development” means all materials, in whatever form, generated by Company in accordance
                                         with Specifications, a PRD, or an SOW and/or forming part of the Deliverable and/or any
                                         other development made by Company as part of the Services for CloudMinds under this MSA,
                                         including but not limited to Developed Software, software libraries, software API’s,
                                         software code, software program modules (if any) or any part thereof, (including comments
                                         and procedural code such as job control language and scripts to control compilation and
                                         installation) and/or object code, netlists, scripts, full test results from all executed
                                         testing, test benches, test vectors, operator test scripts, stability test fixtures and/or
                                         jigs, algorithms, drawings, changes, applications, reports, as well as any other materials,
                                         media and documentation, which shall be prepared, written and/or developed and delivered
                                         by Company as part of the Services under this MSA.



 


		1.13.	“Specifications”
                                         means the technical, feature, and functional requirements for the Deliverables, including
                                         Developed Software, as applicable and as set forth in the applicable SOW, or as otherwise
                                         agreed in writing by the parties, including a PRD. Such Specifications may be amended
                                         from time to time by written agreement of the parties. The term “Specifications”
                                         means the latest operative version as agreed upon in writing.



 


		1.14.	“Statement(s)
                                         of Work” or “SOW(s)” means a document formally appended hereto as an exhibit
                                         for any Project, specifying the Services to be performed by Company and Deliverables
                                         to be delivered by Company thereunder, in substantially the form set forth in exhibits.
                                         Additions or modifications may be made to each applicable SOW, which must thereafter
                                         be recorded as an exhibit to this MSA for any Project. For avoidance of doubt, a “Statement
                                         of Work” or “SOW” will not to be recognized as effective until it has
                                         been appended to this MSA or agreed by both Parties in writing from time to time.



  



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		2.	SPECIFICATIONS



 


		2.1.	The
                                         Services, SOW(s) and Specifications may be amended during the course of development pursuant
                                         to Article 4 (“Change Management”) of this MSA. Market areas in which CloudMinds
                                         will distribute and sell Product(s) and all regulatory requirements with which the Deliverables
                                         will be bound to comply will be defined in a Statement of Work.



 


		(1)	CloudMinds
                                         will provide the Specifications to Company for review and study prior to commencement
                                         of Services with respect to a Deliverable.



 


		(2)	Company
                                         will determine the technical feasibility of the Specifications and either agree to them
                                         in writing and develop the Deliverable on the basis of such Specifications or discuss
                                         suggested modifications with CloudMinds. Once the Specifications are approved by CloudMinds,
                                         the parties will mutually document the latest Specifications in writing.



 


		(3)	CloudMinds
                                         will provide a list of all mandatory regulatory and certification requirements in the
                                         US for the Product(s). As part of the Specifications, Company shall develop the Deliverables
                                         in accordance with these regulatory and certification requirements. If CloudMinds adds
                                         regulatory and certification requirements beyond those listed in exhibit(s) or the applicable
                                         Statement of Work, such requirements shall be deemed a change requested by CloudMinds
                                         and shall be subject to the Change Management procedures.



 


		(4)	If
                                         a discrepancy between the various Specifications is detected, the Parties will negotiate
                                         in good faith to decide which Specification will prevail, after taking into account the
                                         practices and requirements which Company applies in its internal Deliverable development.



 


		(5)	Integration
                                         Services of all Developed Software including third-party Intellectual Property is the
                                         responsibility of Company, no matter that such IF has been (i) specified by CloudMinds
                                         in the Specifications and/or applicable Statement of Work or (ii) selected independently
                                         by Company for inclusion in the Deliverables. Company shall be responsible for the performance
                                         of any third-party’s Software or other technology subject to this MSA.



 


		(6)	In
                                         no event will Company incorporate into any Deliverable any software code licensed under
                                         the GNU GPL or LGPL license or any “open source” license without the prior
                                         written consent of CloudMinds. Company shall not cause any Deliverable to become subject
                                         to any license obligation under the GPL or LGPL license or any “open source”
                                         license.



 


		3.	STATEMENT
                                         OF WORKS



 


		3.1.	The
                                         Parties shall agree to an SOW which will describe the requirements and responsibilities
                                         for the Deliverables and Services. The SOW will be reviewed and signed by both parties
                                         from time to time. Each SOW will contain, but not be limited to:



 


		(i)	a
                                         Project delivery plan;



 


		(ii)	Reference
                                         to the specification document;



  



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		(iii)	a
                                         communication plan;



 


		(iv)	Milestones;



 


		(v)	a
                                         full description of the Deliverable(s);



 


		(vi)	a
                                         full description of any other deliverables to be developed;



 


		(vii)	the
                                         price to be paid to Company by CloudMinds for the work described in the SOW, along with
                                         benchmarks and Milestones to be met in the event of partial payments;



 


		(viii)	a
                                         list of all third-party Intellectual Property specified by CloudMinds that may be used
                                         in the development of the Deliverable(s);



 


		(ix)	Company-provided
                                         details of licensed elements/parts of the Deliverable that are required for development
                                         (including without limitation, third-party technology and Intellectual Property and Company’s
                                         pre-existing technology and Intellectual Property);



 


		(x)	any
                                         general terms defining the Parties’ expectations regarding Development; and



 


		(xi)	Each
                                         party’s specific responsibilities, tasks, and duties related to the Services.



 


		3.2.	Technical
                                         Training. Company will provide technical training, at such times and places mutually
                                         agreed to by the Parties, to CloudMinds personnel to enable them to test and program
                                         the Deliverables. Company will provide service training at such times and places mutually
                                         agreed to by the Parties, to CloudMinds technical personnel to enable them to teach service
                                         and repair of Product(s) to technical service personnel. Fees for such activities will
                                         be as set forth in the applicable Statement of Work.



 


		4.	CHANGE
                                         MANAGEMENT PROCEDURE



 


		4.1.	Change
                                         Proposals. CloudMinds may from time to time request or Company may from time to time
                                         propose changes to the Deliverables, Services, Specifications, Time Schedule, Milestones,
                                         and/or CloudMinds’ other express written requirement(s). After receiving such a request
                                         from CloudMinds, Company will verify the feasibility of such a change. No change required
                                         by CloudMinds will modify this MSA, the Statement of Work, or bind either Party to perform
                                         any proposed terms and conditions of a change unless mutually agreed in writing.



 


		4.2.	Impact
                                         of Change Proposals. Company will advise CloudMinds in writing of the likely impact of
                                         any change requested by CloudMinds. Any change to Milestones, fees, NRE (as defined below),
                                         and/or otherwise to this MSA or the applicable Statement of Work will be agreed upon
                                         in writing by the Parties in accordance with this Change Management procedure. Price
                                         changes will be implemented using the same pricing principles and price levels as originally
                                         agreed in the applicable Statement of Work



 


		4.3.	Changes
                                         After Testing. Changes made by CloudMinds after the start of certification testing will
                                         be according to the Change Management procedure set forth in the Statement of Work.



  



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		5.	Type
                                         Approval and Product Certification



 


		5.1.	General.
                                         Company shall deliver the Deliverable(s) in substantial conformity to the Specifications
                                         and shall support CloudMinds in pre-certification activities, as mutually agreed upon
                                         by the Parties, in CloudMinds’ application of any type approvals and certificates needed
                                         for distribution and sales of the Product(s) in market areas set forth in the applicable
                                         SOW or otherwise expressly set forth in this MSA. Parties’ responsibilities for the required
                                         type approval and certification testing may be further defined in the applicable SOW.
                                         If CloudMinds requires additional certification or type approvals other than as agreed
                                         in the Statement of Work, CloudMinds will pay for any additional prototypes, testing
                                         Services, -certification Services, and other related costs as subject to the issuance
                                         by CloudMinds of a formal purchase order therefor.



 


		5.2.	Certifications.
                                         For the purposes of this paragraph, “Industry Certification(s)” means that
                                         the Product(s) passes the set of requirements defined by industry standards related to
                                         the smartphone ecosystem such as 3GPP, and “Regulatory Certification” means
                                         that the Product(s) passes the set of requirements defined by governmental organizations
                                         for smartphone devices operating in their area of regulation. Unless the Parties agree
                                         otherwise in SOW(s) and this MSA, CloudMinds shall be responsible for acquiring related
                                         Certifications.



 


		6.	FINAL
                                         ACCEPTANCE



 


		6.1.	Definition.
                                         For purposes of this MSA, “Final Acceptance” shall mean that (i) all tasks
                                         defined in an SOW have been completed. (ii) Deliverables (including relevant documentation)
                                         have been delivered to CloudMinds by Company and. (iii) The Developed Software ( including
                                         relevant documentation) have been delivered to CloudMinds by Company and have been accepted
                                         by CloudMinds and meet the Specifications and the agreed acceptance criteria specified
                                         in the SOW(s), including all needed type approval certifications, and carrier/customer
                                         acceptance and ship approvals per the final carrier’s/customer’s written requirements.
                                         In carriers’ written requirements, these may be referred to as Ship Acceptance.



 


		6.2.	Notification
                                         to Start Final Acceptance Review. Company will notify CloudMinds in writing when it has
                                         completed its Software development subject to SOW(s) and this MSA and all Deliverables
                                         are ready for final acceptance. After receiving the notification and all deliverables,
                                         CloudMinds will conduct Final Acceptance testing of the Deliverables within a period
                                         no longer than ten (10) business days after the notification (the “Acceptance Period”).



 


		6.3.	Notification
                                         of Non-Compliance. CloudMinds shall inform Company of any non-compliance with the Acceptance
                                         Criteria found during the Acceptance Period. CloudMinds will provide reasonable assistance
                                         to Company for retesting Non-compliance Deliverables .



 


		6.4.	Notification
                                         of Final Acceptance. CloudMinds shall send the notification about the result of Final
                                         Acceptance (acceptance or rejection). If CloudMinds refuses the deliverables or part
                                         of deliverables, CloudMinds shall give reasonably detailed reasons to Company. Unless
                                         any delay caused by Company, in no event such notification shall not be later than ten
                                         (10) business days following the end of the Acceptance Period. In the event that CloudMinds
                                         does not provide any notification, it shall be regarded that CloudMinds agrees and accepts
                                         the completion of the Developed Software.



 


If
the Deliverables do not meet the Acceptance Criteria due to reasons attributable to Company, Company shall make the necessary
corrections within 5 business days or within any correction period mutually agreed by both parties. After Company complete the
correction plan mutually agreed by both parties, the acceptance procedure for the corrected deliverables shall restart subject
to Section 6.2-6.4 above and CloudMinds shall test such resubmitted Deliverables in the Acceptance Period.


  



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		6.5.	Continued
                                         Non-Compliance. If CloudMinds detects new errors or non-compliances of the Deliverables
                                         after receiving Company’s performed corrections and/or the detected errors and/or non-compliances
                                         are still not remedied, CloudMinds will provide written notice of such issues to Company
                                         and, thereafter, the procedure as set forth in Section 6.2 above shall be repeated. If
                                         any deliverables does not pass the acceptance three times, CloudMinds shall have right
                                         to terminate this agreement or such SOW.



 


		6.6.	Acceptance
                                         with Non-Conformities. The Parties may agree on a case-by-case basis that in spite of
                                         minor non-compliance with Acceptance Criteria detected during the tests, CloudMinds may
                                         grant Final Acceptance; provided, however, Company shall remedy the non-compliance within
                                         a period of time as agreed by the Parties in writing. Such agreement shall be without
                                         prejudice to any other rights of CloudMinds.



 


		6.7.	Final
                                         Acceptance Schedule. Company has responsibility to drive Developed Software development,
                                         including integration of third-parties’ components/software for the Deliverables to meet
                                         Final Acceptance Criteria in a timely manner in accordance with the Milestones set forth
                                         in the applicable SOW(s). If any third-party software vendor fails to meet any schedule
                                         or causes testing failure, Company will promptly escalate to CloudMinds and both parties
                                         shall make a feasible solution.



 


		7.	FEES,
                                         QUOTATIONS, AND PAYMENTS



 


		7.1.	Fees.
                                         Non-recurring Engineering (NRE) fees for any Project would be covered in the applicable
                                         exhibits agreed by both parties and will be paid by CloudMinds. Any changes in NRE fees
                                         shall be mutually agreed in writing. The prices to be paid for NRE fees are expressed
                                         in US Dollars, unless otherwise agreed in writing.



 


		(1)	Delivery
                                         of Information and a license to make or have the Product(s) made will be made only upon
                                         CloudMinds’ full payment of any undisputed NRE, and any outstanding cost and expense
                                         incurred during development that are agreed in a SOW.



 


		(2)	If
                                         CloudMinds enters into an agreement with any third parties for technical support, software,
                                         and any other service, CloudMinds will be liable for all related costs.



 


		(3)	If
                                         CloudMinds requests additional requirements beyond those set forth in the Statement of
                                         Work, both Parties shall negotiate in good faith on the impact that such change will
                                         have to NRE, fee(s), Milestone(s), and other terms of development, and both parties shall
                                         sign an amendment of SOW(s) or this MSA.



 


		7.2.	Binding
                                         Quotations. All Developed Software related information and the quotations given by Company
                                         in an SOW shall be binding on Company unless otherwise mutually agreed in writing on
                                         a case-by-case basis by the Parties.



 


		7.3.	Expenses.
                                         Company shall also bill and CloudMinds shall reimburse Company for all reasonable pre-approved
                                         expenses set forth in an applicable SOW.



 


		7.4.	Sales
                                         Taxes. All amounts payable by CloudMinds to Company under this MSA are inclusive of any
                                         value added tax, use, sales, service, or other applicable tax. Each party will be responsible
                                         for any and all personal property taxes on property it owns or leases, franchise and
                                         privilege taxes on its business, and taxes based on its net income or gross receipts.
                                         Company shall pay all sales, use, and other taxes and duties payable by Company on any
                                         goods or services used or consumed by Company in providing the Services. Each Party shall
                                         comply with the applicable tax laws.



  



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		7.5.	Corporate
                                         Taxes. Except as set forth above in Section 7.4, each Party shall pay all other taxes
                                         (including also taxes based upon its income) and levies imposed on it under applicable
                                         laws as a result of its undertakings under this MSA.



 


		7.6.	Payment
                                         Terms: The payments shall be based on agreed Milestone set forth in SOW(s) and will be
                                         paid after each milestone is accepted by CloudMinds. Generally, the payment milestones
                                         are linked to the delivery milestones as showed in the table below. Payment will be made
                                         within thirty (30) calendar days from the invoice date.



 


	Milestones	 	Description	 	Percentage of amount to be paid	 
	1	 	Signing of the MSA/SOW (the later date will be applied)	 	 	30	%
	2	 	Software feature completion subject to SOW(s)	 	 	30	%
	3	 	Pre homologation start (lab entry)	 	 	20	%
	4	 	Homologation complete (TA)	 	 	20	%



  


		8.	WARRANTY
                                         AND SOURCE CODE



 


		8.1.	General
                                         Warranties.



 


Each
Party represents and warrants that it has full right, power, and authority to enter into this MSA and to perform its obligations
and duties hereunder, and that the performance of such obligations and duties does not and will not conflict with or result in
a breach of any other agreements of such Party or any judgment, order, or decree by which such Party is bound. Further, the terms
of this MSA have been duly authorized by the requisite corporate action on the part of such Party.


 


		8.2.	Company
                                         Warranties. Company warrants and represents that:



 


		(1)	the
                                         Deliverables as delivered will materially conform to the Specifications, SOW(s) and other
                                         agreed documentation. For avoidance of doubt, integration of 311-party software components
                                         and system-level performance of the integrated Developed Software shall be covered by
                                         this warranty. Company shall warrants that the warranty made by each Pparty vendor shall
                                         be in compliance with Company’s Warranty made herein and, if requested by CloudMinds,
                                         Company shall grant a pass-through warranty or assign warranty committed by the 3“1-party
                                         vendor to CloudMinds; Provided that any vendor cannot commit the Warranty as agreed by
                                         both parties herein, Company shall inform CloudMinds the discrepancy on Warranty terms
                                         immediately and get CloudMinds approval before entering any agreement with such vendor.



  



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		(2)	the
                                         Deliverables, Services and performance by Company of its duties subject to the MSA, SOW(s),
                                         and other agreed documentation does not and will not infringe or misappropriate any Intellectual
                                         Property rights of any third parties;



 


		(3)	the
                                         Deliverables will not contain computer viruses, worms, trap doors, time bombs, undocumented
                                         passwords, disabling code (which renders such Deliverable unusable until a patch or new
                                         password is provided), or any similar mechanism or device which may impair or disable
                                         CloudMinds’ Products;



 


		(4)	no
                                         other person, firm or corporation has been or will be granted any rights in any manner
                                         by Company with respect to CloudMinds Intellectual Property rights, either pre-existing
                                         or developed hereunder; and



 


		(5)	Deliverables
                                         have obtained all necessary permissions and licenses for commercial use and subsequent
                                         distribution in accordance with this MSA.



 


		8.3.	Company
                                         Warranty Exclusions. Notwithstanding the foregoing, Company’s warranty under Article
                                         8.2 does not cover:



 


		(1)	Product(s)
                                         malfunctions and after sales performance issues, the root cause of which is - attributable
                                         to CloudMinds’ fault in Product(s) industrialization, material purchasing, manufacturing,
                                         and final assembly area;



 


		(2)	CloudMinds’
                                         products package and distribution;



 


		(3)	Any
                                         Deliverable which has been modified without Company’s authorization and/or approval;



 


		(4)	Software
                                         or hardware design performed by CloudMinds or any third party other than Company and
                                         Company’s vendors as appointed in the applicable exhibit(s); or



 


		(5)	Any
                                         combinations of any Deliverable with any other third-party products (except vendor appointed
                                         by Company) unless such combination is allowed in the Specifications, SOW(s) or any other
                                         agreed documentation.



 


		8.4.	Source
                                         Code



 


Source
code of the Developed Software (“Source Code”) as part of Deliverables shall be released to CloudMinds at pre-determined
intervals subject to Milestone agreed by both parties or upon CloudMinds’ request subject to any obligations Company undertaken
with other third party vendoras part of the Deliverables (if CloudMinds agrees with such restriction on Deliverables in advance).
At any cost the Source Code MUST NOT be redistributed by CloudMinds to any third-party software provider or Original Designed
Manufacturer without explicit approval by Company.


 


		9.	WARRANTY
                                         PERIOD AND TECHNOCAL SUPPORT



 


		9.1.	For
                                         a period of six (6) months from the date of passing the Final Acceptance (“Warranty
                                         Period”), Company will correct any material defects of the Deliverables to ensure
                                         Deliverables in conformance with Specifications, SOW(s) or any other agreed documentation
                                         at no charge to CloudMinds. The warranty period is for providing the emergency technical
                                         support and normal Developed Software maintenance releases for bug corrections of Developed
                                         Software provided by Company for Product(s).



 


In
the event that CloudMinds demands any emergency technical support or normal maintenance releases for the Developed Softwarebeyond
the Warranty Period, both parties will negotiate a separate maintenance and support agreement to cover such services.


  



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A
breach of warranty must be corrected by Company within the following interval of time, measured from the time when CloudMinds
gives Company notice of the breach:


  


	The
    cure period:	 	If
    the breach results from:
	Twenty-four
    (24) hours	 	Errors,
malfunctions,or defects, which impairor disablethefunctionof the Product(s)

	Five
    (5) days	 	Errors,malfunctionsor
defects,which limit minor function of the Product(s)

	Thirty
    (30) days	 	Errors,
    malfunctions, or defects, which do not cause dysfunction of the Product(s)


  


		9.2.	DISCLAIMER
                                         OF WARRANTIES. OTHER THAN AS EXPRESSLY STATED IN SECTIONS 8 and 9 ABOVE, COMPANY ON BEHALF
                                         OF ITSELF, ITS EMPLOYEES AND ITS AFFILIATES DISCLAIMS ALL WARRANTIES WITH REGARD TO THE
                                         SERVICES AND DELIVERABLES, AND ANY OTHER INFORMATION OR MATERIAL PROVIDED IN CONNECTION
                                         WITH THE PERFORMANCE OF THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
                                         THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.



 


		10.	INTELLECTUAL
                                         PROPERTY AND OTHER RIGHTS



 


		10.1.	Third
                                         Party Technology and Intellectual Property



 


		(1)	CloudMinds
                                         and Company have agreed on selected third-party technology and Intellectual Property
                                         as set forth in the applicable exhibit(s). Such third-party technology provider(s) can
                                         be changed based on development needs, carrier requirements, product requirements, etc.



 


		(2)	Company
                                         shall not incorporate any third-party IP or technology into Deliverables without (a)
                                         CloudMinds’ prior written consent and (b) the prior written agreement between the Parties
                                         with respect to (i) which Party will execute any required agreements with such third-party
                                         vendors, (ii) which Party will be responsible for payment of the related fees, and (iii)
                                         the terms of all necessary licenses to fulfil the terms of this MSA with respect to such
                                         technology or IP (“License Agreement with Third Party”). Unless otherwise expressly
                                         set forth in the applicable SOW(s), CloudMinds has the responsibility for the execution
                                         of License Agreement(s) with Third Party, terms of license, payment of related fees.
                                         In the event that such third-party IF is specified in the applicable exhibit(s), Company
                                         shall assume responsibility to sign the License Agreement with Third Party for all other
                                         third-party IP incorporated in the Deliverables. In the event that the License Agreement
                                         with Third Party is signed by Company, Company warrants that the license scope of such
                                         software shall be sufficiently broad enough to fulfil the purpose of this MSA and each
                                         SOW, and shall not conflict with the rights granted to CloudMinds herein.



  



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		10.2.	Intellectual
                                         Property Ownership. For purposes of this Section 10.2, references to “CloudMinds”
                                         include its Affiliates, where applicable.



 


		(1)	Notwithstanding
                                         anything to the contrary in this MSA or a related SOW(s), each Party acknowledges that
                                         any Intellectual Property exclusively developed, owned, or licensed by either CloudMinds
                                         or Company prior to the Effective Date of this MSA shall remain the exclusive property
                                         of such Party. However, for any Intellectual Property solely developed by the Company
                                         or jointly developed by both parties which is for fulfilling the purpose of this MSA
                                         and SOW(s) shall be jointly owned by both Parties. For the avoidance of doubt, CloudMinds
                                         retain all right, title and interest with Intellectual Property solely developed by itself,
                                         its affiliates, subcontractors within the Effective Period of the MSA.



 


		(2)	Any
                                         information, description, documentation, design or programs provided by CloudMinds or
                                         its Affiliates to Company (“CloudMinds Material”) shall be used only for the
                                         purpose of fulfilling its obligations under this MSA. CloudMinds’ provision of such CloudMinds
                                         Material does not represent any grant of license or other rights in and to such CloudMinds
                                         Material except as expressly set forth herein.



 


		(3)	CloudMinds
                                         and Company shall jointly own the Developed Software. For avoidance of doubt, CloudMinds-developed
                                         Source Code incorporated in the Developed Software is and will continue to be the exclusive
                                         property of CloudMinds. Without CloudMinds’ prior written consent, Company shall not
                                         use CloudMinds Intellectual Property in any manner other than the purpose of this MSA.
                                         For the jointly ownership of Software, CloudMinds (or any successor thereof) shall have
                                         full access use of Source code and objective code of the Developed Software subject to
                                         this MSA. Without prior consent of the other Party, each Party has right to develop further
                                         versions (including but not limited to the right to develop enhancements and derivative
                                         works), on a PUEC-free, irrevocable, worldwide basis, with free and clear title, without
                                         restrictions except as follows:



 


		i.	CloudMinds
                                         will not enter into any arrangement whereby the ownership of such Developed Software
                                         would be with any entity other than CloudMinds (or its successor) or its affiliates and
                                         Company.



 


		ii.	A
                                         successor to CloudMinds is a company which is a direct competitor to Company in the software
                                         consultancy business, in which case, while CloudMinds’s successor will retain ownership
                                         rights, further development rights will be subject to new negotiation with Company.



 


		(4)	Notwithstanding
                                         anything to the countrary, prior to commercialization of the Enhanced Software or variances
                                         thereof, CloudMinds will notify Company in writing so that Company may advise of any
                                         technical concerns with respect to such products and/or the regions into which such products
                                         will be commercialized.



 


		(5)	Subject
                                         to Company’s confidentiality obligations and CloudMinds’s ownership rights in the related
                                         intellectual property of Developed Software, Company acknowledges and agrees to use its
                                         knowledge, experience, know-how and/or expertise, whether gained prior to, during or
                                         after any Services performed under this MSA, to perform work for third parties including
                                         work which results in the creation of materials similar to materials developed for CloudMinds,
                                         only in accordance with the exclusivity restrictions set forth in Exhibits hereunder.



  



    10


     


    

 


		(6)	For
                                         the purposes of clarification, all right, title, and interest in and to all products,
                                         software, and tools used to develop or test the Deliverables and Product(s), including
                                         all intellectual property rights therein, shall remain the intellectual property of Company,
                                         except when provided by CloudMinds. Company shall return all such CloudMinds-provided
                                         materials at CloudMinds’s request.



 


		10.3.	License
                                         to Distribute. Notwithstanding anything to the contrary herein, if Company embeds any
                                         intellectual property of Company (“Company IP”) in any Deliverable, then Company
                                         shall use its best efforts to list such Company IP in the applicable Statement of Work.
                                         In any event, Company hereby grants to CloudMinds a perpetual, non-transferable, irrevocable,
                                         fully paid up, PUEC-free, license to use, offer for sale, sell, and distribute such Company
                                         IP with Product(s)s and to grant these rights to its direct and indirect customers and
                                         partners throughout the distribution chain and through to end users solely as an embedded
                                         component of the Deliverable for use in connection with the operation of the Product(s).
                                         CloudMinds shall not, and shall not authorize any third party to: (i) market, sell, lease,
                                         rent, sublicense, distribute or otherwise make available to any third party any of the
                                         Company IP or any aspect thereof except as expressly authorized under this MSA; (ii)
                                         remove or alter any legends or other notices from the Company IP except as previously
                                         agreed upon by Company in writing, (iii) reverse engineer, disassemble, decompile or
                                         translate into human-readable form or modify, copy or create derivative works of any
                                         of the Company IP except as expressly authorized by this MSA and only to the extent that
                                         that the Company IP remains and embedded component of the Deliverable only for use in
                                         connection with operation of Product.



 


		10.4.	Company’s
                                         use of CloudMinds IP. CloudMinds hereby grants to Company and its respective Affiliates
                                         and subcontractors a non-exclusive, revocable, non-transferable, royalty-free, PUEC-free,
                                         worldwide license to access, display, use, reproduce and distribute CloudMinds’ IP only
                                         for developing purpose of this MSA Software.



 


		10.5.	License
                                         for Internal Use. Company will release to CloudMinds all necessary information, including
                                         Confidential Information and Source Code regarding all IP related to the Developed Software
                                         for CloudMinds, its Affiliates’ and subsidiaries’ internal business use at no charge.



 


		11.	CONFIDENTIAL
                                         INFORMATION



 


		11.1.	Obligations.
                                         Each Party acknowledges that it will obtain proprietary or confidential information relating
                                         to the subject matter of this MSA from the other Party during the course of its performance
                                         under this MSA, as further defined below as Confidential Information. Each Party shall
                                         at all times, both during and after the term of this MSA, keep in confidence and trust
                                         all such Confidential Information received from the other Party and all Confidential
                                         Information including but not limited to information disclosed in a meeting, review,
                                         discussion, email and/or research report, and will make no use of any Confidential Information
                                         except under the terms of this MSA. Neither Party shall, without the prior written consent
                                         of the other, disclose any Confidential Information to anyone but its and its Affiliates’
                                         respective officers, employees, contractors, and legal and financial advisors who have
                                         the need to know and have entered into confidentiality agreements sufficient to prohibit
                                         further unauthorized use or disclosure by such persons of the Confidential Information.



  



    11


     


    

 


For
the purposes of this MSA, the term “Confidential Information” shall mean information including but not limited to documents,
inventions and/or invention disclosures, inventor reports, designs, methods, processes, products, programs, software, data, materials,
presentations, business plans, business information, customer information, financial information, compilations and so on that
are disclosed by either Party to the other Party and marked confidential or should reasonably be known to the other Party to be
confidential.


 


		11.2.	Exceptions.
                                         Information shall not be deemed Confidential Information and the receiving Party shall
                                         have no obligation concerning the use or disclosure of any information which (i) is or
                                         becomes publicly known through no fault of the receiving Party; (ii) was lawfully known
                                         to the receiving Party at the time of disclosure, which knowledge the receiving Party
                                         shall have the burden of establishing by clear and convincing evidence; (iii) becomes
                                         known to the receiving Party from a third-party source other than the disclosing Party
                                         without breach of any agreement between the disclosing Party and such Party; or (iv)
                                         was independently developed by the receiving Party without the benefit of the Confidential
                                         Information received from the disclosing Party, which independent development the receiving
                                         Party shall have the burden of establishing by clear and convincing evidence. Nothing
                                         in this MSA shall prevent the receiving Party from disclosing Confidential Information
                                         to the extent the receiving Party is legally compelled to do so by any governmental,
                                         investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction;
                                         provided, however, that prior to any such disclosure, the original receiving Party shall
                                         (a) assert the confidential nature of the Confidential Information to the agency; (b)
                                         immediately notify the original disclosing Party in writing of the agency’s order or
                                         request to disclose; and (c) cooperate fully with the original disclosing Party in its
                                         efforts to protect against any such disclosure and/or obtain a protective order narrowing
                                         the scope of the compelled disclosure and protecting its confidentiality.



 


		11.3.	Prior
                                         Non-Disclosure Agreements. This Article 11 shall not affect by any means, any other prior
                                         non-disclosure agreement signed by and between both Parties.



 


For
the purposes of this MSA, the term “disclosing Party” shall mean the Party disclosing the Confidential Information and
“receiving Party” shall mean the Party


 


		12.	LIMITATION
                                         OF LIABILITY



 


Notwithstanding
any other provision set forth herein, except for confidentiality obligations set forth in Section 11 and those indemnity obligations
set forth in Section 13.2, neither Party shall be liable for any indirect, special, and/or consequential damages, arising out
of or in connection with this MSA, whether based upon contract, tort, strict liability, or any other theory of liability and regardless
of whether such Party has been advised of the possibility of such damages; provided, however, that the foregoing limitation of
liability shall not apply with respect to damages incurred as a result of the gross negligence or willful misconduct of the other
Party. Neither Party’s liability shall be greater than the total value of NRE fees and PUEC fees paid or payable hereunder under
the applicable SOW.


  



    12


     


    

 


		13.	INDEMNITY



 


		13.1.	General.
                                         Each Party agrees to indemnify, defend and hold the other Party and its Affiliates (including
                                         all officers, directors, employees, contractors and agents of the foregoing) harmless
                                         from and against any and all damages, liabilities, costs and expenses, including reasonable
                                         attorneys’ fees and expenses (collectively “Losses”) to the extent directly
                                         or indirectly arising out of, incident to, or resulting from:



 


		(1)	a
                                         third-party claim of breach by such Party of its warranties, representations, covenants,
                                         agreements and obligations under this MSA; or



 


		(2)	Such
                                         Party’s negligence or willful misconduct.



 


		13.2.	Intellectual
                                         Property Indemnity.



 


		(1)	Subject
                                         to Section 9.2, Company agrees to indemnify and hold CloudMinds, its officers, directors,
                                         employees, contractors, agents, and Affiliates (collectively “Indemnified Parties”)
                                         harmless from and against any expense or loss resulting from any third party claim of
                                         infringement of any patent, trademark, copyright, trade secret, mask work right or any
                                         other intellectual property right to the extent directly arising as a result of the Indemnified
                                         Party’s use, copying or distribution of any Deliverable and will defend, at its own expense
                                         including reasonable attorney’s fees, any suit brought against an Indemnified Party alleging
                                         any such infringement (a “Company Infringement Claim”). In the event that any
                                         Deliverable becomes or in Company’s opinion appears likely to become the subject of a
                                         Company Infringement Claim, then Company will either (i) procure for CloudMinds the right
                                         to enable CloudMinds to continue to use the Deliverable in question, or (ii) modify or
                                         replace the Deliverable in question with non-infringing and functionally equivalent material.
                                         If Company is unable to perform in accordance with (i) or (ii) above, Company will refund
                                         all amounts paid by CloudMinds for such Deliverables hereunder. The foregoing provisions
                                         of Section 13.2 herein state Company’s entire liability and CloudMinds’s exclusive remedies
                                         for infringement or misappropriation of third-party Intellectual Property Rights.



 


		(2)	Intellectual
                                         Property Indemnity for Distributed Product(s). Subject to the liability cap set forth
                                         below. Company agrees to reimburse CloudMinds for CloudMinds’s defense cost (include
                                         reasonable attorney’s fee) of any claim of infringement of any patent, trademark, copyright,
                                         trade secret, mask work right or any other intellectual property right arising as a result
                                         of CloudMinds’ use, copying or distribution of Product(s). Further, Company will provide
                                         the necessary assistance to CloudMinds for CloudMinds’s defense of any suit brought against
                                         CloudMinds alleging any such infringement.



 


		(3)	CloudMinds
                                         shall indemnify, defend and hold harmless Company, its officers, directors, employees,
                                         contractors, agents, and Affiliates (collectively “Indemnified Parties”) harmless
                                         from and against any expense or loss resulting from any third party claim of infringement
                                         of any third party patent, trademark, copyright, trade secret, mask work right or any
                                         other intellectual property right to the extent directly arising as a result of any Product.



 


		13.3.	Pre-existing
                                         IP Claims. As of the Effective Date of this MSA, CloudMinds represents that certain outstanding
                                         IP infringement claims have been filed against it as set forth in Exhibits, attached
                                         hereto and incorporated herein by reference. Company hereby warrants that all designs
                                         of Developed Software proposed by Company will avoid further possibility of infringement
                                         of these outstanding claims.



  



    13


     


    

 


		13.4.	Exclusions.
                                         Company shall have no liability for any defence and indemnity obligations pursuant to
                                         Section 13.2 to the extent a claim results from:



 


		(1)	Use
                                         of any version of Developed Software other than a current release made available to CloudMinds
                                         in a timely manner pursuant to the terms and conditions of this MSA if such infringement
                                         would have been avoided by use of such version;



 


		(2)	CloudMinds’
                                         solely designs, instructions, specifications, software and/or requirements if such infringement
                                         would have been avoided in the absence of such requirements;



 


		(3)	Changes,
                                         alteration, modification or misuse of Developded Software is not accordance with Company’s
                                         documentation or written instruction and/or change, alter and modifiy software by any
                                         party other than Company or its subcontractors;



 


		(4)	Combination
                                         of Developed Software with any other products, parts, components, devices and/or software
                                         which is not furnished or approved by Company is not accordance with Company’s documentation
                                         or written instruction;



 


		(5)	Any
                                         and all third-party software that was specified by CloudMinds in the applicable SOW if
                                         such infringement would have been avoided in the absence of such specifications; or



 


		(6)	Any
                                         Essential Patents.



 


		13.5.	Indemnity
                                         Procedures. For all claims required by a Party under this Section 13 to indemnify the
                                         other Party, the indemnification procedures shall apply, provided that the Indemnified
                                         Party: (a) gives the indemnifying Party prompt notice of any claim or suit, provided
                                         that any delay or failure of the Indemnified Party to give prompt notice of any such
                                         claim shall not affect the rights of the Indemnified Party hereunder unless, and only
                                         to the extent that, such delay or failure is prejudicial to or otherwise adversely affects
                                         the Indemnifying Party (b) gives the Indemnifying Party sole control of the defense and/or
                                         settlement, provided that no compromise or settlement of any claim admitting liability
                                         of or imposing duties of performance or that is in any way prejudicial to the Indemnified
                                         Party may be effected without the prior written consent of such party, which consent
                                         shall not be unreasonably withheld, and (c) reasonably cooperates with the Indemnifying
                                         Party on the settlement and/or defense, at the Indemnifying Party’s reasonable expense
                                         for out-of-pocket costs incurred by the Indemnified Party in providing any cooperation
                                         requested by the Indemnifying Party. Any failure of the Indemnified Party to provide
                                         prompt notice of any claim or suit will not obviate the indemnification of the Indemnifying
                                         Party provided in this Section 13 unless and to the extent that the Indemnifying Party
                                         is materially prejudiced thereby. The Indemnified Party shall have the right to participate
                                         in but not to control the defense and/or settlement of any claim covered by this Section
                                         13 with counsel of its own choosing at its own expense. The Indemnifying Party agrees
                                         to keep the Indemnified Party regularly and completely informed of the status of any
                                         claim hereunder.



 


		13.6.	Sole
                                         and Exclusive Remedies. The remedies set forth in this Section 13 are each respective
                                         Party’s sole and exclusive remedies with respect to infringement claims.



  



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		14.	TRADEMARKS
                                         AND TRADE NAMES



 


Neither
this MSA nor any Statement of Work placed hereunder will be deemed to give either Party any right to use the other Party’s trademarks
or any of the other Party’s trade names without such Party’s written consent. Each Party recognizes the other Party’s ownership
of and title to their respective trademarks and trade names and the goodwill attached thereto. Each Party agrees not to contest
or take any action to contest the trademarks or trade names of the other Party or to use, employ or attempt to register any trademark
or trade name that is confusingly similar to the trademarks or trade names of the other Party.


 


		15.	FORCE
                                         MAJEURE



 


		15.1.	The
                                         performance by either Party of its obligations under this MSA shall be extended by a
                                         reasonable period of time if such performance of the respective Party is impeded by an
                                         unforeseeable event beyond such Party’s control, which shall include but not be limited
                                         to acts of God, industrial actions, riots, wars, embargo or requisition (acts of government),
                                         hereinafter referred to as “Force Majeure”.



 


		15.2.	In
                                         case of Force Majeure, the relevant Party shall promptly notify and furnish the other
                                         Party in writing with all relevant information thereto.



 


		15.3.	Should
                                         an event of Force Majeure continue for more than three (3) months, each Party shall have
                                         the right to terminate this MSA, upon written notice.



 


		16.	TERM
                                         AND TERMINATION



 


		16.1.	Term.
                                         This MSA shall take effect as of the Effective Date and shall continue in force for a
                                         period of three (3) years from that date, and renewable upon mutual agreement communicated
                                         to the other party prior to the expiry of the term.



 


		16.2.	Termination.
                                         Either Party may terminate this MSA immediately upon the occurrence of any of the following
                                         events:



 


		(1)	The
                                         filing by or against the other Party of a petition for reorganization or liquidation
                                         under the applicable bankruptcy laws or corresponding laws or procedures of any applicable
                                         jurisdiction; or



 


		(2)	Insolvency
                                         of or filing petition for voluntary liquidation in respect of such other Party, the appointment
                                         of a receiver or trustee for such other Party, or the execution by such other Party of
                                         an assignment for the benefit or creditors;



 


		(3)	Other
                                         than restructuring between affiliated companies, any attempted sale, transfer or assignment
                                         by such other Party of a substantial part of the equity or assets of such other Party,
                                         or of this MSA, or of any of its rights or privileges granted or obligations assumed
                                         under this MSA without prior communication and written consent of the other Party and
                                         if it is not concerning assets purchased by CloudMinds by paying Development NRE Fee
                                         or by explicit payments for equipment, material, samples etc. which therefore are owned
                                         by CloudMinds and available to transfer to third parties without consent from or liability
                                         to Company; or



 


		(4)	The
                                         nationalization, expropriation or other taking by any government or any agency of any
                                         government of a substantial part of such other Party’s assets or business.



 


		(5)	If
                                         the other Party is in material breach of any of its obligations under this MSA and, if
                                         curable, has failed to remedy such a breach within thirty (30) days after having received
                                         written notice of such a breach (“Cure Period”) and the intention of the notifying
                                         Party to terminate this MSA if the breach is not remedied within the Cure Period. By
                                         way of examples but not limitations, failure to meet deadlines which is not contributed
                                         by CloudMinds, failure of Developed Software to conform to Specifications, or failure
                                         of Developed Software to meet industry standards will each be considered a material breach
                                         of this MSA without cure.



  



    15


     


    

 


		16.3.	Termination
                                         for Convenience. At any time prior to the first Product(s) shipment CloudMinds will have
                                         the right to terminate this MSA at its convenience upon ten (10) days’ written notice
                                         to Company; provided, however, CloudMinds will pay Company the Milestone payment which
                                         would have been due were it not for termination. Any PUEC or other benefit which should
                                         have been paid to Company for using the Deliverables in any case, will remain payable
                                         if any Deliverables are actually used in Product(s)ion or distribution by CloudMinds
                                         or any company designated by it.



 


		16.4.	Survival.
                                         The termination or expiration of this MSA shall not relieve any Party of any obligation
                                         or liability accrued hereunder prior to such termination or expiration nor affect or
                                         impair the rights of either Party arising under this MSA prior to such termination or
                                         expiration, except as expressly provided herein. Provisions relating to Intellectual
                                         Property under Article 10, Confidentiality under Article 11, and Indemnification under
                                         Article 13 shall survive the expiration or termination of this MSA. In addition, all
                                         other obligations which by their nature are intended to survive shall survive termination
                                         or expiration of this MSA.



 


		16.5.	Effect
                                         of Termination. On termination or expiry of this MSA, each Party shall, upon request
                                         by the other Party return or destroy all Confidential Information of the requesting Party
                                         that is in the possession of the other Party and shall provide a certificate of such
                                         destruction to the requesting Party.



 


CloudMinds
shall have no liability for any consequential payment or further NRE other than work performed, specific equipment and materials
purchased as agreed in an SOW to support development of Developed Software if this MSA is terminated pursuant to this Article
16. All CloudMinds-paid equipment and materials shall be transferred to CloudMinds immediately upon termination of this MSA, at
CloudMinds’s expense. All work product produced by Company up to the date of termination of this MSA will become the property
of CloudMinds, subject only to CloudMinds’s payment to Company for actual work performed up to the effective date of termination.


 


		17.	GOVERNING
                                         LAW



 


The
terms of this MSA and any disputes that may arise, will be governed by the laws of the Hong Kong and by the laws of the Hong Kong
without regard to its conflict of laws provisions.


 


		18.	MISCELLANEOUS



 


		18.1.	Notification
                                         in Event of Performance Issues. Company agrees to promptly inform CloudMinds in written
                                         form of event(s) coming to Company’s attention that reasonably may affect Company’s ability
                                         to meet any of its obligations under this MSA or any applicable Statement of Work in
                                         a timely manner.



 


		18.2.	Disputes.
                                         All disputes arising out of or in connection with this agreement except with respect
                                         to disputes involving intellectual property (which may be immediately referred to a court
                                         of final jurisdiction), including any question regarding its existence, validity or termination,
                                         which cannot be settled by an amicable effort between the Parties shall be finally settled
                                         by binding arbitration according to the Rules of Hong Kong International Arbitration
                                         Center (“Rules”) by one or three arbitrator(s) in accordance with said Rules
                                         in Hong Kong. The arbitration proceedings shall be conducted in English.



  



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Nothing
contained herein shall be construed and the Parties hereby waive any and all rights they may have to claim or assert that either
Party is subject to the jurisdiction of the courts of the country in which Company is located.


 


		18.3.	Cumulative
                                         Remedies. Unless expressly otherwise stated herein, all rights and remedies under this
                                         MSA are cumulative and a Party’s exercise of any right or remedy does not affect its
                                         other rights or remedies under this MSA.



 


		18.4.	Independent
                                         Contractors. Nothing herein contained shall be construed to constitute Parties as partners
                                         or joint ventures or the agent of the other Party in any sense of those terms whatsoever.
                                         Neither Party assumes any liability of, nor shall have any authority to enter into any
                                         binding obligation on behalf of, the other Party.



 


		18.5.	Severability.
                                         In the event that any provision of this MSA conflicts with the law under which this MSA
                                         is to be construed or if any such provision is held invalid by a court with jurisdiction
                                         over Parties, such a provision shall be deemed to be restated to reflect as nearly as
                                         possible the original intentions of Parties in accordance with applicable law. If any
                                         term, provision, covenant or condition of this MSA is held invalid or unenforceable for
                                         any reason, the parties agree that such invalidity shall not affect the validity of the
                                         remaining provisions of this MSA and further agree to substitute for such invalid or
                                         unenforceable provision a valid and enforceable provision of similar economic effect.
                                         The remainder of this MSA shall remain in full force and affect.



 


		18.6.	No
                                         Third-Party Beneficiaries. Except as expressly provided herein, this MSA is entered into
                                         solely between, and may be enforced only by, CloudMinds and Company. This MSA shall not
                                         be deemed to create any rights for third parties, including without limitation employees,
                                         and suppliers of a Party, or to create any obligations of a Party to any such third parties.



 


		18.7.	Collaboration.
                                         Parties shall meet regularly to analyse development results achieved and to take joint
                                         action to achieve better results for the benefit of both Parties. The discussions will
                                         take place in a collaborative forum consisting of necessary representatives of each Party.
                                         Unless otherwise requested by a Party hereto, the discussions shall take place at intervals
                                         of one (1) month during Development or upon request of either Party. The discussions
                                         shall be held at the premises of CloudMinds or Company or other mutually agreed upon
                                         locations or through any other agreed communication channels.



 


		18.8.	Notices.
                                         All notices and requests, required or authorized by this MSA shall be given in writing
                                         and shall be deemed to have been received upon dispatch when sent (i) by facsimile with
                                         confirmation of transmission, (ii) by personal same day delivery or (iii) by commercial
                                         overnight carrier with written verification of receipt, to the other Party at the address
                                         or facsimile number(s) designated below. Either Party may change its address or facsimile
                                         number by written notice to the other Party.



 


Notices
to Company shall be addressed as follows:


 


Address:Tower
A, Building B23, Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District Beijing, 100015 China


  



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Notices
to CloudMinds shall be addressed as follows:


 


Address:33F,
Unit B, Tower 3, Wangjing SOHO, Wangjing Street No.10, Chaoyang, Beijing, China


 


		18.9.	Non-Waiver.
                                         The failure of either Party at any time to require performance by the other Party of
                                         any provision hereof shall not affect in any way the full right to require such performance
                                         at any time thereafter; nor shall the waiver by either Party of a breach of any provision
                                         hereof be taken or held to be a waiver of the provision itself.



 


		18.10.	Attorneys’
                                         Fees. If any dispute arises between Company and CloudMinds with respect to the matters
                                         covered by this MSA which leads to a proceeding to resolve such dispute, the prevailing
                                         Party in such proceeding shall be entitled to receive its reasonable attorneys’ fees
                                         and out-of-pocket costs (including, without limitation, expert witness fees) incurred
                                         in connection with such proceeding, in addition to any other relief it may be awarded.



 


		18.11.	Publicity.
                                         Neither Party shall, without the other Party’s prior written approval make any public
                                         announcement or disclosure as to the existence of or matters set forth in this MSA.



 


		18.12.	Headings.
                                         The paragraph headings in this MSA are solely for convenience and shall not be considered
                                         in its interpretation.



 


		18.13.	Entire
                                         Agreement. This MSA, including the exhibits incorporated as an integral part of this
                                         MSA, constitutes the entire agreement of the Parties with respect to the subject matter
                                         hereof, and supersedes all previous proposals, oral or written, and all negotiations,
                                         conversations or discussions heretofore between the Parties related to this MSA.



 


		18.14.	Non-Hire.
                                         Neither Party shall, without the prior written consent of a duly authorized officer of
                                         the other Party, directly or indirectly solicit, hire or otherwise retain as an employee
                                         or independent contractor any current or former employee, consultant, contractor or subcontractor
                                         of such other Party, its Affiliates, during the Term of this MSA and for a period of
                                         twelve (12) months after Company’s relationship with any such personnel is terminated.
                                         Notwithstanding the foregoing, hiring or engaging personnel as a result of a general
                                         solicitation through advertising shall not constitute a violation of this provision.



 


		18.15.	Data
                                         Protection and Privacy. It is the express intention of the parties that neither Party
                                         will process any Personal Data on behalf of the other Party under this MSA, where “Personal
                                         Data” means any information relating to a natural person who is or can be identified,
                                         directly or indirectly, by reference to an identification number or to one or more factors
                                         specific to him or her. Nevertheless, should a Party wish to transfer Personal Data to
                                         the other Party on its behalf under this MSA, it shall notify such other Party in writing
                                         prior to making Personal Data available, and upon written agreement by the receiving
                                         Party to such receipt, both Parties shall comply with their respective obligations under
                                         applicable laws and regulations in connection therewith.



 


		18.16.	Order
                                         of Precedence. In the event of any conflict between an SOW and the terms of this MSA,
                                         the term and conditions of the SOW shall govern and control but solely with respect to
                                         the subject matter thereof. Any preprinted terms on any transactional or other document
                                         issued in connection herewith (including, without limitation, purchase orders, RFPs,
                                         bills of lading, etc.) are per se null and void and of no force or effect.



  



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		18.17.	Binding
                                         Effect and Assignment. This MSA shall be binding upon the parties hereto, and their successors
                                         and assigns. Neither party may assign this MSA to any third party, without the prior
                                         written consent of the other party, which consent shall not be unreasonably withheld,
                                         conditioned or delayed, and any assignment in violation of this provision shall be void
                                         and of no effect. Notwithstanding the foregoing, no such prior written consent shall
                                         be required in the event of any sale of all or substantially all of the assets or the
                                         controlling interest of either party to a third party that is not a direct competitor
                                         of the other party, or in the event of any merger or acquisition of or by either party
                                         to an entity that is not a direct competitor of the other party, and in this event this
                                         MSA shall be binding upon any such successor.



 


		19.	LIST
                                         OF EXHIBITS



 


Exhibit
A Statement of Work for Telcel Project


 


Exhibit
B Statement of Works for AT&T Project


 


Exhibit
C Statement of Works for Verizon Project


 


Exhibit
D NDA


  


IN
WITNESS WHEREOF, the Parties have executed this MSA in duplicate through their duly authorized representatives:


  


	On behalf of	On behalf of
	 	 
	Cloudminds (Hong Kong) Ltd. (Seal)	Borqs Hong Kong Limited (Seal)
	 	 
	By:	 
	Name:	 
	Title:	 
	Date:	 




  



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